FORM OF AMENDMENT TO INVESTMENT ADVISORY AGREEMENT This is an Amendment to the Investment Advisory Agreement made and entered into between INVESCO Funds group, Inc. (the "Adviser"), a Delaware corporation, and INVESCO Advantage Series Funds, Inc., a...

                                    FORM OF
                   AMENDMENT TO INVESTMENT ADVISORY AGREEMENT




      This is an Amendment to the Investment Advisory Agreement made and entered
into between INVESCO Funds group, Inc. (the "Adviser"),  a Delaware corporation,
and INVESCO Advantage Series Funds, Inc., a Maryland Corporation (the "Company")
as of the 23rd day of August, 2000 (the "Agreement").

      WHEREAS, effective as of November 8th,  2000,  the Company has changed its
name to "INVESCO Counselor Series Funds, Inc.:" and

      WHEREAS, the Company and the Adviser are affiliated companies;

      NOW THEREFORE, the name of the Company is "INVESCO Counselor Series Funds,
Inc.,"

      All of the other  provisions  contained in the  Agreement  shall remain in
full force and effect.

             IN WITNESS  THEREOF,  the Adviser  and the Company  each has caused
this  Agreement to be duly executed on its behalf by an officer  thereunto  duly
authorized, on the date first above written.

                               COMPANY

ATTEST:

                               By:
                                  Xxxx X. Xxxxxxxxxx
                                  President & Chairman of the Board of Directors
Xxxx X. Xxxxx
Secretary

                               ADVISER

ATTEST:

                               By:
                                  Xxxx X. Xxxxxxxxxx
                                  President & Chief Executive Officer
Xxxx X. Xxxxx
Secretary